Trustco holdings chief executive Quinton van Rooyen has received a private offer to sell his shares and debt holdings to VeldBridge Holdings.
VeldBridge Holdings is an investment company incorporated in the Cayman Islands.
The offer is to buy Van Rooyen’s entire shareholding in Trustco and includes acquiring family-held debt assets amounting to N$5.05 billion.
These assets include interest-bearing and non-interest-bearing components, both subordinated and first-ranked obligations, as well as secured and unsecured claims.
The Van Rooyen family currently holds 71% of the group’s long-term debt.
Under the proposal, VeldBridge or its subsidiaries would provide Trustco with up to N$4.5 billion in debt financing at interest rates not exceeding 6.5%.
The transaction also requires Trustco to withdraw its current Nasdaq listing application under the ticker ‘TRCO’, allowing VeldBridge to pursue its own international listing strategy.
“This offer represents an exciting opportunity for Trustco to accelerate plans for listing on a senior United States stock exchange,” Van Rooyen says.
He says the proposed capital investment would allow the group to pursue growth opportunities.
“The family has taken note of the offer. We will now engage with like-minded shareholders and debt holders, while pursuing the required regulatory clearances,” Van Rooyen says.
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Trustco board chairman Raymond Heathcote says the transaction aligns with Trustco’s long-term interests.
“This approach better reflects the intrinsic underlying value of our business and will enable us to capitalise on the tremendous growth prospects,” he says.
The offer involves an equity exchange, with Van Rooyen or his nominee to receive over 7.3 billion common shares and 5 000 Series B preferred shares in VeldBridge.
This would grant him majority voting control.
Meanwhile, VeldBridge plans to list on Nasdaq or the New York Stock Exchange by the first quarter of 2026.
Van Rooyen would join the VeldBridge board, with a 12-month lock-up period on his shares after listing.
Additionally, VeldBridge has pledged to establish a Namibian non-profit foundation with up to N$90 million in seed funding for social upliftment and community development projects.
The offer is valid until 21 working days after VeldBridge formally notifies Van Rooyen of its listing application or Trustco’s Nasdaq withdrawal – whichever is later.
The deal remains subject to regulatory approvals and final agreements.
The proposal is a private offer to Van Rooyen as a shareholder and creditor, and the board has not been asked to make a recommendation at this stage.
